SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Foley David

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Foundation Coal Holdings, Inc. [ FCL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/10/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.01 per share	04/10/2006		A		3,000	A	⁽¹⁾	3,000	D
Common Stock, par value $0.01 per share								485,328	I	See footnotes⁽²⁾⁽⁶⁾
Common Stock, par value $0.01 per share								47,696	I	See footnotes⁽³⁾⁽⁶⁾
Common Stock, par value $0.01 per share								3,672	I	See footnotes⁽⁴⁾⁽⁶⁾
Common Stock, par value $0.01 per share								138,922	I	See footnotes⁽⁵⁾⁽⁶⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Restricted shares granted pursuant to Foundation Coal Holdings, Inc.'s 2004 Stock Incentive Plan, 20% of which will vest on December 31, 2006 and an additional 20% of which will vest on each anniversary thereof.

2. These securities are owned by Blackstone Management Associates IV L.L.C. ("BMA"). Mr. Foley is a member of BMA and may be deemed to share indirect beneficial ownership of these shares of Foundation Coal Holdings, Inc.'s common stock ("Common Stock"). These shares were previously reported by Mr. Foley among those owned by Blackstone FCH Capital Partners IV L.P. ("BCP"). On January 24, 2006, BCP distributed all of the shares of Common Stock then held by it to its partners, including BMA, pro rata pursuant to the terms of the organization documents governing BCP.

3. These securities are owned by Blackstone Capital Commitment Partners IV L.P. ("BCCP"). BMA is the sole general partner of BCCP and has investment and voting control over the shares of Common Stock held by BCCP. Mr. Foley is a member of BMA and may be deemed to share indirect beneficial ownership of these shares of Common Stock. These shares were previously reported by Mr. Foley among those owned by BCP. On January 24, 2006, BCP distributed all of the shares of Common Stock then held by it to its partners, including BCCP, pro rata pursuant to the terms of the organization documents governing BCP.

4. These securities are owned by Blackstone Participation Partnership IV L.P. ("BPP"). BMA is the sole general partner of BPP and has investment and voting control over the shares of Common Stock held by BPP. Mr. Foley is a member of BMA and may be deemed to share indirect beneficial ownership of these shares of Common Stock. These shares were previously reported by Mr. Foley among those owned by BCP. On January 24, 2006, BCP distributed all of the shares of Common Stock then held by it to its partners, including BPP, pro rata pursuant to the terms of the organization documents governing BCP.

5. These securities are owned by Blackstone Family Investment Partnership IV-A L.P ("BFIP"). BMA is the sole general partner of BFIP and has investment and voting control over the shares of Common Stock held by BFIP. Mr. Foley is a member of BMA and may be deemed to share indirect beneficial ownership of these shares of Common Stock. The number of shares reported as owned by BFIP on this Statement reflects the distribution of shares of Common Stock on January 24, 2006 by BFIP to certain of its partners, not including BMA, BCCP and BPP, pro rata pursuant to the terms of the organization documents governing BFIP.

6. Pursuant to Rule 16a-1(a)(4) of the Securities Exchange Act of 1934, as amended, Mr. Foley herein states that this filing shall not be deemed an admission that he is the beneficial owner of any of the shares of Common Stock owned by BMA. Mr. Foley disclaims beneficial ownership of those shares, except to the extent of his pecuniary interest in such shares of Common Stock.

	/s/ David Foley	04/11/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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